UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
As previously disclosed, on October 5, 2021 (the “Agreement Date”), Ouster, Inc., a Delaware corporation (the “Company”), Sparrow Acquisition Sub., Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Sense Photonics, Inc., a Delaware corporation (“Sense”), and Fortis Advisors LLC, solely in its capacity as the representative of securityholders of Sense (“Holders’ Agent”), entered into an Agreement and Plan of Merger and Plan of Reorganization (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub agreed to merge with and into Sense (the “Merger”), with Sense surviving the Merger as a wholly owned subsidiary of the Company. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on October 5, 2021.
On October 22, 2021, the transactions contemplated by the Merger Agreement were consummated and the Company issued approximately 10 million shares of common stock as consideration for the Merger, inclusive of approximately 0.8 million shares underlying assumed options and approximately 1.6 million shares which have been initially held back by the Company for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the Merger Agreement. In addition, approximately 4.5 million restricted stock units issued to employees of Sense immediately prior to the Merger as retention incentives were assumed by the Company pursuant Merger Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ouster, Inc. | ||||||
| Date: October 25, 2021 | By: | /s/ Anna Brunelle | ||||
| Name: | Anna Brunelle | |||||
| Title: | Chief Financial Officer | |||||